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deemed a waiver of any of Landlord's rights under this Article 111 an acceptance of any Transferee as a tenant of Landlord, or a release of Tenant
<br />from the performance of Tenui['s obligations under this Lease.
<br />ARTICLE.12 - SUBORDINATION AND ATTORNh1 ENT; ESTOPPEL CERTIFICATES. FINANCIAL STATEN]
<br />12.1 Subordination and Attornment.
<br />12.1,1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security Instruments
<br />which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises and the rights and interests of the Holders of such
<br />Security htstrunhents. Such subordination shall be effective without the necessity of the execution by 'tenant of any additional document for the
<br />purpose of evidencing or effecting such subordination. In addition, Landlord shall have [lie right to subordinate or cause to be subordinated any such
<br />Security instruments to this Lease, and in such case, in lbe event of the termination or transfer of Landlord's estate or interest in the Project by reason
<br />of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attom to and become the
<br />Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) business days or
<br />demand therefor execute any Instruments or other documents which may be required by Landlord or the Holder of any Security Instrument, and
<br />specifically shall execute, acknowledge and deliver within live (5) business days of demand therefor a subordination of lease or subordination of
<br />deed of trust, in the form required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attom to and
<br />recognize as Tenant's landlord under this Lease any superior lessor, superior mortgogee or other purchaser at, person taking title to the Building by
<br />reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within five (5) business days of demand therefor execute any
<br />instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment
<br />described in this Section 12.1.1.
<br />12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereof)
<br />require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost or expense to Tenant, or in
<br />any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease
<br />may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days
<br />following Landlord's request therefor.
<br />12.2 Estopnel Certificates. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute,
<br />acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification has been requested by Landlord or say
<br />current or prospective purchaser or current or prospective Molder of any Security Instrument, including, without limitation, that: (a) this Lease is
<br />unmodified and in full force and effect (or setting Forth any modifications that have occurred), (b) the dates to which the Base Rent and other forms
<br />of Rent payable hereunder have been paid, (c) whether at, not Landlord is in default in the performance of any covennrt, agreement or condition
<br />contained in this Lease (and, if so, specl Eying each such default of which Tenant may have knowledge), and (d) any other facts for which certification
<br />is reasonably required by Landlord or customarily required by any prospective purchaser or Halder to which such estoppel certificate is being
<br />provided. 'The form of the statenhent attached hereto is Exhibit "P' is hereby approved by Tenant fir use pursuant to this Section 12.2, but Landlord
<br />shall have the right to use other forms for such purpose, Tenant's failure to execute and deliver such statement within such time shall be conclusive
<br />upon Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared
<br />by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be relied upon by any prospective purchaser,
<br />mortgagee, ground lessor or other like encumbrancer thereof or any essigace of any such encumlin since upon the Building or the Project.
<br />12.3 Finan cral Statements. AT any [iitit, aiming the Terni,, -Tenant sGatl; upon 'five -(5) business -days' prior notice from Landlord,
<br />provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year
<br />for each of Tenant and the Guarantor (if any). Such statements shall be prepared in accordance with generally accepted accounting principles,
<br />consistently applied, and shall be audited by an independent certified public accountant,
<br />ARTICLE 13 -CASUALTY: TAKING
<br />13.1 Casualty
<br />13.1.1 Repair of the Premises. 'tenant shall promptly ratify Landlord in writing to "Damage Notice") of any casualty event,
<br />damage or condition to which this Section 13.1 is or only be applicable (a "Casualty"). Landlord shall, within a reasonable time after tine discovery
<br />by Landlord of oily damage resulting final any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
<br />mothers beyond Landlord's reasonable control, and subject to all other tel of this Section 13.1, begin to repair the dtunage to the Project and the
<br />Premises resulting polo such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (tile
<br />"Restoration") to substantially the same condition as it esisted before such Casualty, except rot, modifications required by applicable Laws or
<br />covenants, conditions and restrictions, and modifications deemed desirable by Landlord; provided, however, that Landlord shall not be required to
<br />repair or replace any Of the Leasehold hmprovennennts or any uf'Fenant's Personal Property (all of which shall be promptly repaired, restored and/or
<br />replaced by Tenant). Landlord shall have no liability far any inconvenience at annoyance to "Tenant or injury to Tenant's business as a result of ony
<br />Casually, or the Restoration, regardless orthe cause therefor. Base Real. and Additional Rent payable antler Sections 4.2 and 4�3, shall abate if clad
<br />to the extent 'Tenant ceases to occupy a noted Ul potion 01 tile PreaiNcs that was damaged by a Casually and mildered unfit for occupancy (For the
<br />Permitted Use) as a result therein: for the period of time couuncncing on the date 'Tenant vacates such damaged portion of the Premises and
<br />continuing until the Premises ReSmr'aton is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement
<br />shall be limited to dtc proceeds of rental interruption insurance proceeds with respect to the I'reinises slid such Casualty collected by Landlord.
<br />13.1.2 Inceptions (n Landlord's Oblieations. Notwithstanding anything to the contrary contained in this Sectio 17.1,
<br />Landlord shall have no obligation to ropair the Promises and shall have the right to lernninate this Lease in tiny case where: (a) any portion of the
<br />Promises or any material portion of the Project is damaged and (b) any of (he following conditions exist: (i) Landlord estimates in good frith that the
<br />Restoration Carmol reasonably he Completed (without the paynnew ol`overtime) within one hundred eighty (180) (hays ol'L.andlord's (liscnvcry nl'thc
<br />801 IChoc Center Dr- City, ofS'rwrndtm Leave -12-
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